GFG Resources increases financing to $4.23-million

Mr. Brian Skanderbeg reports GFG Resources Inc. has increased its previously announced private placement of premium flow-through units and flow-through shares to raise gross proceeds of up to $4.23-million. The offering will consist of the issuance of up to 11,880,188 premium units at a price of 22.24 cents per premium unit and up to 8,550,129 flow-through shares of the company at a price of 18.5 cents per flow-through share in any combination to maximum aggregate gross proceeds of up to $4.23-million. Each premium unit shall consist of one common share of the company and one-half of one share purchase warrant, with each whole share purchase warrant entitling the holder thereof to acquire one additional common share of the company at an exercise price of 24 cents for a period of 24 months from the date of issuance. Each of the common shares and warrants comprising the premium units will qualify as a flow-through share for the purposes of the Income Tax Act (Canada). The offering is scheduled to close on or about Nov. 3, 2025, and is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange. The company may pay finders' fees on a portion of the offering of up to 6 per cent of the aggregate gross proceeds raised. The finders' fees shall be paid in accordance with applicable securities laws and the policies of the TSX-V. Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106, Prospectus Exemptions, the flow-through shares and the premium units will be offered for sale to purchasers resident in Canada and/or other qualifying jurisdictions pursuant to the listed issuer financing exemption under Part 5A of NI 45-106. Pursuant to the listed issuer financing exemption, the flow-through shares and premium units issued to subscribers will not be subject to a hold period pursuant to applicable Canadian securities laws. There is an amended and restated offering document on Form 45-106F19 related to the upsized offering that can be accessed under the company's profile on SEDAR+ and on the company's website. Prospective investors should read this offering document before making an investment decision. It is anticipated that certain insiders of the company will participate in the offering. Such participation will be considered to be a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company intends to rely on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of any related party participation in the offering as neither the fair market value (as determined under MI 61-101) of the subject matter of nor the fair market value of the consideration for the transaction, insofar as it will involve interested parties, is expected to exceed 25 per cent of the company's market capitalization (as determined under MI 61-101). About GFG Resources Inc. GFG is a North American precious metals exploration company focused on district-scale gold projects in Tier 1 mining jurisdictions. The company operates three gold projects, each hosting large and highly prospective gold properties within the prolific gold district of Timmins, Ont., Canada. The projects have similar geological settings that host most of the gold deposits found in the Timmins gold camp, which have produced over 70 million ounces of gold. We seek Safe Harbor.